IGSHPA Bylaws

Association Bylaws:

ARTICLE I. Name
ARTICLE II. Purpose and Mission
ARTICLE III. Affiliation with Oklahoma State University
ARTICLE IV. Members
ARTICLE V. Officers
ARTICLE VI. Executive Director
ARTICLE VII. Meetings
ARTICLE VIII. Board of Directors
ARTICLE IX. Advisory Council
ARTICLE X. Committees
ARTICLE XI. Parliamentary Authority
ARTICLE XII. Amendments

ARTICLE I. Name

The name of this organization is the International Ground Source Heat Pump Association (IGSHPA).

ARTICLE II. Purpose & Mission

Section 1. Purpose

IGSHPA exists to advance the utility and use of geothermal (ground source) heating and cooling technology.

Section 2. Mission

IGSHPA is an association of companies, professionals and users dedicated to promoting the science, utility and use of geothermal (ground source) heating and cooling technology.  IGSHPA accomplishes its mission by:

  • Advocating for ground source pump technology
  • Distributing reliable insight and education
  • Promoting basic and applied research
  • Providing a clearinghouse for relevant information
  • Serving as a forum for the development and dissemination of standards

ARTICLE III. Affiliation with Oklahoma State University

Section 1. Relationship

The International Ground Source Heat Pump Association (IGSHPA) is located on the campus of Oklahoma State University (OSU) in Stillwater, Oklahoma. In order to maintain the ongoing relationship with OSU, which provides both financial support and in-kind resources, IGSHPA has agreed to operate in a manner consistent with certain OSU policies and regulations.

Section 2. Conference and Publications

OSU staff of the IGSHPA shall assume all administrative responsibilities for the details of all IGSHPA conferences, publications and sale of IGSHPA materials.

Section 3. Copyrights

OSU board of regents shall perpetually own the copyrights of authored material which has been validated by the general assembly of IGSHPA. All publications shall be formally registered for copyrights in the name of the board of regents for OSU.

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ARTICLE IV. Members

Section 1. Eligibility.

Individuals, corporations or groups that are actively affiliated with the ground source heat pump industry or who contributes to or utilize IGSHPA materials will be eligible for membership.

Section 2. Application.

Applications for membership shall be submitted on forms prepared by IGSHPA. The membership application form shall include a statement that the applicant agrees to abide by these bylaws, policies and standards that may be adopted or revised from time to time by the IGSHPA board of directors.

Section 3. Categories.

The Board of Directors shall establish the categories of membership and dues for each membership category.

Section 4. Membership Privileges.

Any IGSHPA member is entitled to submit material to the editorial staff for committee review and possible inclusion in IGSHPA publications, to attend all meetings and to request the published proceedings of all IGSHPA meetings. Members that desire to adopt the copyrighted training material of IGSHPA may do so by requesting and completing official adoption forms. Copies of forms will be maintained by the Executive Director. Members of any category may participate in industry sectors and committees.

Section 5. Dues and Other Obligations.

Membership dues for each category of members shall be payable at such times and in such manner, as prescribed by the Board in its sole discretion. A member who fails to pay dues or other obligations to the association shall be deemed delinquent and have membership suspended until the delinquency is corrected. A suspended member shall have no right to vote or to enjoy any privileges of membership during the suspension.

Section 6. Termination.

A. Resignation. Any member may resign from IGSHPA by notifying the Board in writing. Any dues previously paid for the current membership year are non-refundable.

B. Expulsion for non-payment of monies due. Any member may be expelled by majority vote of the Board for non-payment of monies dues within a reasonable period of time as established by the Board. Prior to expelling a member for non-payment, the Board shall give the member written notice of the intended action.

C. Expulsion for conduct. Any member may be expelled by a two-thirds vote of the Board for conduct prejudicial to or in conflict with the mission, objectives or reputation of IGSHPA as determined by the Board. The Board shall give written notice to the member proposed for expulsion, advising the member of the reasons for the proposed expulsion.

Section 7. Voting.

Each company, utility or association that is a member shall designate one (1) individual and one (1) alternate as a representative of that organization. These names and current contact information shall be kept on file at headquarters. Each designated member representative OR the alternate shall be entitled to cast one (1) vote at general assembly sessions and in elections.

Section 8. Industry Sectors.

Industry sectors relevant to the science, utility and use of geothermal (ground source) heating and cooling technology shall be specified by the Board of Directors. Members may participate in a sector as long as their work is germane to the sector. Sectors shall meet at least annually at the annual conference. Each sector shall elect its own chair who shall serve as a member of the Advisory Council.

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ARTICLE V. Officers

Section 1. Officers.

The officers shall be President, Vice President, Secretary and Treasurer. Officers shall perform the duties provided in these bylaws and in the adopted parliamentary authority.

A. President. The President shall preside at meetings of the members and of the Board of Directors. The President shall perform all duties incident to the office and recommend such action that will increase the effectiveness of the organization. Subject to confirmation by the Board, the President shall be empowered to appoint from the Board or the membership, all committees as the need arises. The President shall be an ex-officio member of all committees, except the nominating committee.

B. Vice President. In the absence of the President at any meeting of the Board or of the membership, the Vice President shall preside over the meeting.

C. Secretary. The Secretary shall be responsible for causing the preparation and retention of the minutes of all IGSHPA meetings.

C. Treasurer. The Treasurer shall be responsible for reporting financial information.

Section 2. Eligibility.

Any member who has served at least one term on the board of directors shall be eligible for nomination to the office of President, Vice President, Secretary or Treasurer.

Section 3. Nomination and Election.

The nominating committee (Advisory Council) shall annually solicit and review the qualifications of candidates for the office of President, Vice President Secretary and Treasurer. A slate of at least one candidate for each office shall be submitted to the board for election at their March meeting. Nominations may be made from the floor.

Section 4. Term of Office.

Terms begin on November 1. An officer shall serve for a term of one (1) year or until their successor is elected. If nominated, an officer who has served a full one (1) year term shall be eligible for re-election for another succeeding one (1) year term for a total of two terms served. After two (2) full consecutive terms are served, an officer will be eligible for re-election after a minimum period of one (1) year has elapsed from the completion of previous terms. Appointment of a person to complete an unexpired term in the event of a vacancy does not disqualify that person from serving up to two (2) succeeding one (1) year terms, if nominated and elected.

Section 5. Vacancy in Office.

In case of a vacancy in the office of President, the Vice President shall succeed to the office. A vacancy in the office of Vice President, Secretary or Treasurer shall be filled by the board of directors.

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ARTICLE VI. Executive Director

The Executive Director shall be the chief staff officer of IGSHPA and shall be responsible for routine operations and decisions provided these actions are in consonance with state and federal law and the policies and regulations of Oklahoma State University and its governing board of regents. He/she shall be responsible for preparation and preservation of all records detailing the administrative affairs of IGSHPA. The Executive Director shall be a non-voting member of the Board and an ex-officio member, without vote, of the Advisory Council and all committees. The Executive Director shall serve as an advisor to the officers and committees in the development and implementation of an effective program of activities in accordance with the policies and procedures established from time to time by the Board. Together with the Treasurer, the Executive Director shall be responsible for the preparation of an annual operating budget and organizational performance within that budget.

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ARTICLE VII. Meetings

Section 1. Annual Meeting

The name of the annual meeting is The IGSHPA Technical Conference and Expo. The purpose of the meeting is to:

  • Provide a forum for the exchange of information and explore the future direction of the industry
  • Develop and review proposals for publications and related activities
  • Receive the annual report from the Board and committees
  • Conduct other relevant business activities.

Section 2. Special Meetings

The President, with approval of the Board, may call special membership meetings whenever deemed necessary or desirable. The Board shall call a special meeting within thirty (30) calendar days upon petition signed by not less than twenty-five (25) designated member representatives in good standing. The purpose of any special meeting shall be stated in the call and at least 10 days written notice shall be given.

Section 3. Location and Notice

Membership meetings shall be held at such places and at such times as shall be prescribed by the Board. Written notice shall be given to the members at least ten (10) days prior to the date established for the meeting.

Section 4. Quorum

A quorum to conduct business in a membership meeting shall consist of at least 25% of the members.

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ARTICLE VIII. Board of Directors

Section 1. Composition

The board of directors shall be composed of ten (10) members, including the four (4) officers, two (2) elected Directors, two (2) Directors At-Large appointed by the Board, one (1) Director appointed by OSU and (1) the Executive Director who shall serve ex-officio, without vote.

Section 2. Duties

The board shall be responsible for strategic planning and for policy and fiscal decisions of IGSHPA. The board of directors, within the relationship with OSU has authority over the affairs and funds of the association, except that they may not modify any action taken by the members at an annual or special meeting. The vote of a majority of the Directors present and voting shall be the acts of the Board of Directors.

Section 3. Meetings

A. Regular Meetings. The Board shall hold meetings at least quarterly with no fewer than two (2) face to face meetings annually. The board shall meet in person for one (1) day immediately after the annual meeting and approximately six months later for the purpose of strategy and planning. The board may transact business via teleconference where all members may hear one another. If a regular meeting date, time and place are established by the Board, further notice need not be given of regular meetings.

B. Special Meetings. Special Meetings of the board may be called by the President and shall be called upon the written request of three members of the board. Notice shall be given at least twenty-four (24) hours in advance by either written or electronic communication of the time and place of any special meeting and the nature of the business to be considered at this special meeting.

C. Quorum. A majority of the Directors in office shall be present at each meeting in to constitute a quorum for the transaction of business.

Section 4. Elected Directors

Directors elected by the membership shall serve staggered 3-year terms so that two (2) are elected each year. The nominating committee shall propose at least one candidate for each open position. Terms shall begin on October 1 following election by the membership via electronic mail ballot. A Director who has served a full three (3) year term shall be eligible for nomination and re-election for another succeeding three (3) year term for a total of two terms served. After the two (2) consecutive terms are served, a Director shall be eligible for re-election to the Board after a minimum period of one (1) year has elapsed from the completion of previous terms. Appointment of a person to complete an unexpired term in the event of a vacancy on the Board does not disqualify that person from serving a succeeding full three (3) year term if nominated and elected.

Section 5. Directors-at-Large

The Board shall annually elect two (2) persons as Directors-at-Large. Terms for Directors-at-Large shall be for one (1) year and shall begin on October 1. Any person is eligible for election as a Director-at-Large, including a non-member or former Director whose term on the Board has expired and is otherwise not eligible for re-election to another term or office on the Board. Directors-at-Large shall serve no more than two (2) consecutive terms.

Section 6. Vacancies

Any vacancy occurring within the Board shall be filled by appointment of the Board.

ARTICLE IX. Advisory Council

Section 1. Purpose

The purpose of the Advisory Council is to:

  • Make policy recommendations to the board regarding the industry after gathering information from Industry Sector meetings, members and staff
  • Identify and evaluate candidates for service on the board of directors, officers and committees
  • Amend these bylaws.

Section 2. Composition

The Advisory Council shall be composed of the chairs of the industry sectors elected by each sector. The IGSHPA President shall serve as chairman for the purpose or scheduling meetings, preparing the agenda and presiding at meetings. The Executive Director shall serve on the Council, ex officio, without vote.

Section 3. Meetings

The Advisory Council shall meet in person semi-annually; around the time of the Annual Meeting and approximately six (6) months later and may meet by teleconference as necessary.

ARTICLE X. Committees

Section 1. Nominating Committee

The Advisory Council shall serve as the nominating committee and will solicit and receive nominations for the following:

  • President
  • Vice President
  • Secretary
  • Treasurer
  • Directors (elected and at-large)
  • Committee chairs and members
The call for volunteers shall be published well in advance of the election or appointment. Self-nominations are allowed. Nomination forms shall be submitted to headquarters and shall contain enough information for the committee to assess qualifications for the various positions to be appointed or elected by the board or the membership. For elected positions, the Committee shall present a slate of at least one individual for each office at least 30 days in advance of the election, provided consent has been obtained from each nominee. Nominations may be made from the floor, provided consent has been obtained from the nominee.

Section 2. Standing committees

The following standing committees are established to carry out the work of the association: Advocacy, Marketing, Membership, Research, Standards and Training. Each committee shall be guided by charges developed and reviewed annually by the board of directors. Based on recommendations by the Nominating Committee, the President shall appoint members to each Committee and designate one member to serve as chairman.

Section 3. Special committees

Special committees may be appointed by the President, with the approval of the board, to undertake special tasks or projects.

ARTICLE XI. Parliamentary Authority

The rules contained in the current edition of The Modern Rules of Order (Newly Revised) shall govern the proceedings of this association in all cases to which they are applicable and in which they are not inconsistent with these bylaws, any special rules of order the association may adopt, and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence.

ARTICLE XII. Amendments

These bylaws may be amended by a two-thirds vote of the Board of Directors at their annual meeting, provided that prior notice has been submitted to the membership in writing at least thirty (30) days prior to the meeting at which they will be considered. Any member may propose an amendment to the bylaws by submitting the proposed amendment to the Board of Directors for consideration.

NOTE:

These bylaws were voted on by the 2014 IGSHPA Advisory Council on October 14, 2014, in Baltimore, Maryland, at the 27th annual technical conference and expo. The bylaws supersede the bylaws previously in place.

Page updated: October 24, 2014